Yupidesigns provides an online platform that helps connect customers who wish to purchase designs (“Customers”) and designers who wish to provide such designs (“Designers”), including, for example, through Design Contests, the Ready-made Design Store, the Project Service, and Tasks (each as defined below and collectively, the “Services”). “User” means any user of the Site or Service, and may be a Designer or a Customer. If you are a User, the provisions in this Agreement regarding Users apply to you. If you are also a Customer, further the provisions in this Agreement regarding Customers apply to you. If you are also a Designer, further the provisions in this Agreement regarding Designers apply to you. “Sold Design” means the applicable winning Design Concept, purchased Design Template (and any customized version thereof), or the design sold under the Project Service. “Sale” means the applicable sale. “IPR” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any country.
Ready-made Design Store
(a) Designers may list design templates (“Design Templates”) for sale in Yupidesign’s Ready-made Design Store (“Ready-made Design Store”), by creating a listing, uploading the Design Template (in the file format specified by Yupidesigns), and following the instructions on the Site. Yupidesigns reserves the right to modify and/or remove any Design Templates in its sole non-discriminatory discretion (including any Design Template similar to other Design Templates on the Site or other websites, or does not meet Yupidesigns quality standards). Yupidesigns will set and may modify the selling price of any Design Template. If Designer does not agree with any modifications or pricing, then Designer may remove the Design Template from the Ready-made Design Store. During the time a Design Template is listed for sale in the Ready-made Design Store, Designer hereby grants Yupidesigns the exclusive right to market and sell the Design Template (and designs based on the Design Template) and will not market or sell the Design Template (or designs based on the Design Template) other than through the Site. (b) Once a Customer purchases a Design Template, Customer may request (in which case the Designer must provide) up to two rounds of customizations to the Design Template for the purposes of inserting Customer’s brand name or making minor customizations to the Design Template itself. Designer may refuse to make customizations which are in addition to the forgoing. Designer must deliver each required round of customizations to Customer within 24 hours after receiving Customer’s requests, otherwise Yupidesigns may (upon Customer’s request and in Yupidesigns’ discretion) cancel the sale of the Design Template to the Customer or perform the customizations itself or through its subcontractors, in which case, Designer will forfeit 30% of the Designer Fee for such sale (or a lesser amount if required under applicable law for customers located in the EEA). Customer will be deemed to have accepted the resulting design unless the design does not include the requested customizations and Customer provides notice of rejection to Yupidesigns and Designer within 48 hours of delivery of the design. If the cause for the notice of rejection is not cured within 30 days of the notice of rejection (and for customers located in the EEA you’ve exhausted your Mandatory Statutory Rights), Customer will be refunded the Customer Payment and Customer will have no right to use the Design Template or resulting design in any way. If Yupidesigns determines, in its sole and absolute discretion that a delivered Design Template (including customizations made by the Designer) complied with the requirements, and Customer’s rejection was therefore unwarranted, then Yupidesigns may determine that the Design Template and resulting design is instead accepted by Customer and such determination is final and conclusive. (c) Some jurisdictions provide Customer certain Mandatory Statutory Rights which remain unaffected.
Design Transfer Agreement
The Design Transfer Agreement, available at sets forth the legally binding terms between the applicable Designer and Customer for the sale of a Sold Design through the Design Contest or Ready-made Design Store. The Design Transfer Agreement, available at sets forth the legally binding terms between the applicable Designer and Customer for the sale of a Sold Design through the Project Service.
In order to use the Service, you must register for an account with Yupidesigns (“Account”) and provide certain information about yourself as prompted by the Site registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. Without limiting the generality of the foregoing, you agree to provide Yupidesigns with identification documents (including copies of IDs, passports or drivers licenses) which Yupidesigns requests from you from time to time for the purposes of verifying your identity. You may delete your Account at any time, for any reason, by calling Customer Support at the contact number. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Yupidesigns of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security which is based on your negligence. Yupidesigns cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. Designers may not have more than one Account.
Your User Content
“User Content” means any and all information and content that a User submits to, or uses with, the Site or Services. User Content includes Design Contests, Design Concepts, Design Templates, and reviews and/or testimonials (“Reviews”). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Yupidesigns. Because you alone are responsible for your User Content (and not Yupidesigns), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Yupidesigns is not obligated to remove any Design Contests, Design Concepts, Design Templates, or Reviews from the Site unless required by applicable Law. Yupidesigns is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire.
License to User Content
You hereby grant, and you represent and warrant, that you have the right to grant, to Yupidesigns an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license for all the duration of the intellectual property rights to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Site and Services; provided that Yupidesigns will only use your Design Brief and Design Concepts to run the applicable Design Contest in accordance with the private or public settings of the Design Contest. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content (this sentence does not apply to customers located in the EEA). For the avoidance of doubt, Designer’s license or assignment of the Sold Design to Customer is set forth in the applicable Design Transfer Agreement.
Acceptable Use Policy
The following sets forth Yupidesigns’ "Acceptable Use Policy":
You agree that you will only use the personal information of other Customers or Designers made available to you only for the purposes of interacting with them in relation to the Services. You must not use their personal information for any other purpose, including for marketing purposes. You represent and warrant that you will comply with applicable privacy laws and data protection laws in relation to the storage, use and transfer of personal information.
You agree not to use the Site or Services with any User Content or to provide any products or services that (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e. g. , material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) is in violation of any Laws, or obligations or restrictions imposed by any third party.
You agree not to use the Site or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Site or Services, other computer systems or networks connected to or used together with the Site or Services, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Site or Services; (g) introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Services; (h) impersonate any person or entity or falsify or misrepresent yourself or your affiliation with any person or entity; or (i) display, mirror, or frame the Site.
We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities) if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.
Subject to the terms of this Agreement, Yupidesigns grants you a non- transferable, non-exclusive, license to use the Site and Services (excluding Design Concepts, Design Templates, designs in the Project Service, and Sold Designs) for your internal business purposes. For the avoidance of doubt, Designer’s license or assignment of the Sold Design to Customer is set forth in the applicable Design Transfer Agreement.
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, customize, or otherwise commercially exploit the Site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build or promote a similar or competitive service; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site or Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site or Services content must be retained on all copies thereof. Yupidesigns reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that Yupidesigns will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof. You acknowledge and agree that Yupidesigns will have no obligation to provide you with any support or maintenance in connection with the Site or Services.
Each User owns its own User Content. Excluding your User Content, you acknowledge that all the IPR in the Site and Services are owned by Yupidesigns or Yupidesigns’ licensors. The provision of the Site and Services does not transfer to you or any third party any rights, title or interest in or to such IPR. Yupidesigns and its suppliers reserve all rights not granted in this Agreement.
You agree to indemnify and hold 99designs (and its officers, employees, and agents) harmless, including reasonable costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Site or Services, (ii) your User Content (including your Design Contest, Design Concept, Design Template, designs in the Project Service, and Reviews), (iii) your interaction with any other User, or (iv) your violation of this Agreement or any applicable laws. Yupidesigns reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Yupidesigns. Yupidesigns will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. This Section 10 does not apply to customers located in the EEA.
Third Party Sites & Ads
The Site might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of Yupidesigns and Yupidesigns is not responsible for any Third Party Sites & Ads. Yupidesigns provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.
Term and Termination
Subject to this Section, this Agreement will remain in full force and effect while you use the Site or Services. We may (a) suspend your rights to use the Site and/or Services (including your Account) or (b) terminate this Agreement, at any time for a legitimate purpose, including for any use of the Site or Services in violation of this Agreement. Upon termination of this Agreement, your Account and right to access and use the Site and Services will terminate immediately. Any Yupidesign Credits or payments outstanding to you at termination will be paid to you. You understand that any termination of your Account may involve deletion of your User Content associated therewith from our live databases. However we reserve the right to continue to use your User Content to the extent permitted under applicable law (this sentence does not apply to customers located in the EEA). Yupidesigns will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content.
The Site and Services are provided “AS-IS” and “AS AVAILABLE” and we (and our suppliers) expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the Site or Services: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
Limitation on Liability
In no event shall we (and our suppliers) be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to this Agreement or your use of, or inability to use, the Site or Services, even if we have been advised of the possibility of such damages. Access to, and use of, the Site and Services are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom.
This Agreement (including pricing terms) is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any changes to this agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site or Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
This Agreement constitutes the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Yupidesigns is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Yupidesigns’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
Copyright © 2017, Yupidesigns. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.